On March 2, 2020, GenMark Diagnostics, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained under this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The following disclosures are provided to Section 5.02(e) of Form 8-K.

Compensation Arrangements for Interim President and Chief Executive Officer

On February 10, 2020, the Board of Directors (the “Board”) of the Company appointed Scott Mendel as the Interim President and Chief Executive Officer (the “Interim CEO”) of the Company. In connection with Mr. Mendel’s appointment as Interim CEO, on February 27, 2020, the Company and Mr. Mendel entered into an employment agreement (the “Employment Agreement”), which provides the following benefits for Mr. Mendel:

The Employment Agreement also provides that, if Mr. Mendel’s employment is terminated without Cause (as defined within the Company’s Executive Severance Plan (the “Severance Plan”)), or is terminated by Mr. Mendel for Good Reason (as defined within the Severance Plan) (in each case, a “Qualifying Termination”), Mr. Mendel would be entitled to receive: (a) a gross lump sum payment equal to twelve (12) months of Mr. Mendel’s base salary rate in effect as of the date of his Qualifying Termination, (b) 50% of Mr. Mendel’s target bonus amount under the Company’s bonus plan, and (c) the acceleration and full vesting and settlement of (i) the New Equity Awards, and (ii) any other equity awards held by Mr. Mendel which would otherwise vest on or prior to February 28, 2021 but for Mr. Mendel’s Qualifying Termination.

The foregoing description of Mr. Mendel’s compensation arrangements is qualified in its entirety by reference to the full text of the 2020 Bonus Plan and the Employment Agreement, each of which is filed as an Exhibit with the Current Report on Form 8-K, as well as the Severance Plan filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q on November 6, 2019.

Approval of the 2020 Bonus Plan

On February 25, 2020, the Compensation Committee of the Board adopted the 2020 Bonus Plan, which provides for the payment to eligible employees, including the Company’s named executive officers (“NEOs”), of cash incentive compensation for the 2020 calendar year performance period. The Compensation Committee established a target bonus under the 2020 Bonus Plan for the Company’s Interim CEO equal to 75% of his annual base salary, and established a target bonus for each of the Company’s other NEOs equal to 50% of their respective 2020 base salaries. Bonuses payable under the 2020 Bonus Plan are based on certain financial and operational goals as approved by the Compensation Committee. Based on actual performance, a participant in the 2020 Bonus Plan may receive between 0% and 140% of his or her target bonus amount under the 2020 Bonus Plan. The foregoing description of the 2020 Bonus Plan is only a summary, does not purport to be complete, and

>is qualified in its entirety by reference to the full text of the 2020 Bonus Plan, a copy of which is filed hereto as Exhibit 99.3.

Item 9.01. Financial Statements and Exhibits.

GenMark Diagnostics, Inc. Exhibit
EX-99.1 2 exhibit99120200302.htm EXHIBIT 99.1 Exhibit March 2,…
To view the full exhibit click here

About GENMARK DIAGNOSTICS, INC. (NASDAQ:GNMK)

GenMark Diagnostics, Inc. (GenMark) is a molecular diagnostics company. The Company focuses on developing and commercializing its eSensor detection technology. Its eSensor electrochemical technology detects multiple distinct biomarkers in a single sample. It sells its XT-8 instrument and related diagnostic and research tests (XT-8 system) in the United States. It has developed and intends to commercially launch its sample-to-answer ePlex instrument and its associated diagnostic tests, which it collectively refers to as its ePlex system, in Europe and the United States. It operates in the development, manufacturing, sales and support of instruments and molecular tests based on its eSensor detection technology segment. Over four of its diagnostic tests, which run on its XT-8 instrument, have received United States Food and Drug Administration clearance, including Cystic Fibrosis Genotyping Test, Warfarin Sensitivity Test, Thrombophilia Risk Test and Respiratory Viral Panel.